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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN
CLASSES OF SECURITIES PURSUANT
TO SECTION 12(b) OR 12(g) OF THE
THE SECURITIES EXCHANGE ACT OF 1934
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SPIROS DEVELOPMENT CORPORATION II, INC.
(Exact Name of Registrant as Specified in its Charter)
DELAWARE 33-0774288
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(State of incorporation (I.R.S. Employer Identification No.)
or organization)
7475 LUSK BOULEVARD
SAN DIEGO, CA 92121
(Address of principal executive offices) (Zip Code)
If this form relates to the If this form relates to the registration
registration of a class of of a class of securities pursuant to
securities pursuant to Section 12(g) of the Exchange Act and
Section 12(b) of the Exchange is effective pursuant to General
Act and is effective pursuant Instruction A(d) please check the
to General Instruction A(c)please following box. /x/
check the following box. / /
Securities Act registration statement to which this form relates:
333-37673/37673-01
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Callable common stock, par value $.001 per share
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(Title of class)
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(Title of class)
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INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
This registration statement relates to certain callable common stock
(the "Callable Common Stock") of Spiros Development Corporation II,
Inc. ("Spiros Corp. II"). A description of such Callable Common Stock
is contained under the heading, "Spiros Corp. II Capital Stock" and
"The Agreements and the Purchase Options--Stock Purchase Option" in
that certain registration statement on Form S-1/S-3 (Registration No.
333-37673 and 333-37673-01) filed with the Securities and Exchange
Commission by Spiros Corp. II and Dura Pharamaceuticals, Inc. on
October 10, 1997, as amended (the "Registration Statement"), which
Registration Statement is hereby incorporated by reference. In
addition, the form of prospectus filed by the registrant pursuant to
Rule 424(b) promulgated under the Securities Act of 1933, as amended,
shall be deemed to be incorporated by reference into the Registration
Statement.
ITEM 2. EXHIBITS.
1. Certificate of Incorporation of Spiros Corp. II, filed as Exhibit
3.1 to the Registration Statement.
2. Amended and Restated Certificate of Incorporation of Spiros Corp.
II to be effective immediately prior to the closing of the
offering under the Registration Statement, filed as Exhibit 3.3
to the Registration Statement.
3. Purchase Option, included in Exhibit 3.3 filed with the
Registration Statement.
4. Specimen Stock Certificate for Spiros Corp. II Callable Common
Stock.
5. Specimen Stock Certificate for Spiros Corp. II Special Shares.
2.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereto duly authorized.
SPIROS DEVELOPMENT CORPORATION II, INC.
Date: December 11, 1997 By: /s/ Mitchell R. Woodbury
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Secretary
3.
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CALLABLE COMMON STOCK
The securities of Spiros Development Corporation II, Inc., a Delaware company
(the "Company") evidenced hereby are subject to an option of the holder of a
majority of the Special Common Stock of the Company, as described in the Amended
and Restated Certificate of Incorporation of the Company, to purchase such
securities at an agreed upon price, exercisable by notice given at any time
beginning on the closing date of the offering of the Callable Common Stock, par
value $0.001 per share (the "Callable Common Stock"), of Spiros Development
Corporation II, Inc. and the warrants (the "Warrants") to purchase common shares
of Dura Pharmaceuticals, Inc. ("Dura") which comprise the Units, (the "Unit
Offering") and ending on the earlier of (i) December 31, 2002, (ii) the 90th day
after the date the Company provides such holder with quarterly financial
statements of the Company showing cash or cash equivalents of less than
$5,000,000 or (iii) the date of termination by the Company of that certain
Technology License Agreement, Development Agreement or Manufacturing and
Marketing Agreement dated on or about ________________, 1997. Copies of the
Amended and Restated Certificate of Incorporation of the Company are available
at the offices of the Company, 7475 Lusk Boulevard, San Diego, California
92121, Attention: Mitchell R. Woodbury and will be furnished to any shareholder
of the Company on request and without cost.
Until December 31, 1999 or such earlier date as the Purchase Option is
exercised or expires unexercised (the "Separation Date"), the shares of Callable
Common Stock represented by this Certificate may be traded, exchanged, or
otherwise transferred only together with the Warrant issued herewith. The
holder hereof may, but need not, submit this Certificate for the removal of this
legend after the Separation Date.
SPIROS DEVELOPMENT CORPORATION II, INC.
Incorporated Under The Laws of the State of Delaware
CALLABLE COMMON STOCK
FULLY PAID AND NON-ASSESSABLE CALLABLE COMMON STOCK,
PAR VALUE OF $__________ PER SHARE
OF SPIROS DEVELOPMENT CORPORATION II, INC.
CUSIP 848936100
See Reverse For Certain Definitions
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THIS CERTIFIES that
is the owner of Callable Common Stock of
SPIROS DEVELOPMENT CORPORATION II, INC. (the "Company"), transferable on the
books of the Company by the holder hereof, in person or by duly authorized
attorney, upon surrender of this Certificate properly endorsed. This
certificate and the shares represented hereby are subject to the laws of
Delaware, and to the Amended and Restated Certificate of Incorporation of the
Company as now or hereafter amended (copies of which are on file at the offices
of the Company and the Transfer Agent), which are made a part hereof with the
same force and effect as if they were set forth herein, to all of which the
holder, by acceptance hereof, assents. This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.
IN WITNESS WHEREOF, the Company has caused the facsimile signatures of
its duly authorized officers and the facsimile of its corporate seal to be
hereunto affixed.
Dated:
Countersigned and Registered:
Transfer Agent and Registrar
By: ____________________
Name:
Title:
Authorized Officer Authorized Officer
<PAGE>
[FORM OF REVERSE OF SPIROS DEVELOPMENT CORPORATION II, INC.'S
CALLABLE COMMON STOCK]
SPIROS DEVELOPMENT CORPORATION II, INC.
The Company will furnish without charge to each shareholder who so
requests a copy of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of shares of the
Company or series thereof, and the qualifications, limitations or restrictions
of such preferences and/or rights.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT...............Custodian..............................
(cust) (Minor)
under Uniform Gifts to Minors Act
....................................................
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, __________________ hereby sells, assigns and
transfers unto
Please insert Social Security
or other identifying number
of assignee
<PAGE>
Please print or typewrite name and address
including postal zip code of assignee
Shares
represented by the within Certificate, and do hereby irrevocably constitute and
appoint
attorney, to transfer the said same on the books of the within named Company,
with full power of substitution in the premises.
Dated:
Signature
Signature
Notice: The signature to this assignment must
correspond with the name as written upon the face
of the Certificate, in every particular, without
alteration or enlargement, or any change whatever.
In presence of:
<PAGE>
Important: All signatures must be guaranteed by a firm which is a
financial institution and a member of the Securities
Transfer Agent's medallion Program ("STAMP"), the Stock
Exchange Medallion Program ("SEMP") or the New York
Stock Exchange, Inc. Medallion Signature Program
("MSP").
Signature Guarantee:
Name of Firm
Authorized Signature
Name of Authorized Signatory
(Please print)
Address of Firm
Area Code and Telephone Number of Firm
<PAGE>
SPECIAL COMMON STOCK
The Special Common Stock, par value $1.00 of Spiros Development Corporation
II, Inc., a Delaware company (the "Company"), evidenced hereby entitles the
holders of a majority of the shares of such Special Common Stock to purchase
all, but not less than all, of the outstanding shares of the Company's
Callable Common Stock, par value $0.001 per share (the "Callable Common
Stock") exercisable by notice given at any time beginning on the closing
date of the offering of the Units, each Unit comprised of one share of
Callable Common Stock and one warrant to purchase one-fourth of one share of
the common stock of Dura Pharmaceuticals, Inc. and ending on the earlier of
(i) December 31, 2002, (ii) the 90th day after the date the Company provides
such holder with quarterly financial statements of the Company showing cash
or cash equivalents of less than $5,000,000 or (iii) the date of termination
by the Company of that certain Technology License Agreement, Development
Agreement or Manufacturing and Marketing Agreement dated on or about
________________, 1997, all as described in the Amended and Restated
Certificate of Incorporation of the Company. Copies of the Amended and
Restated Certificate of Incorporation of the Company are available at the
offices of the Company, 7475 Lusk Boulevard, San Diego, California 92121,
Attention: Mitchell R. Woodbury and will be furnished to any stockholder of
the Company on request and without cost.
SPIROS DEVELOPMENT CORPORATION II, INC.
Incorporated Under The Laws of the State of Delaware
SPECIAL COMMON STOCK
FULLY PAID AND NON-ASSESSABLE CALLABLE COMMON STOCK,
PAR VALUE OF $1.00 PER SHARE
OF SPIROS DEVELOPMENT CORPORATION II, INC.
Certificate No. _____
See Reverse For Certain Definitions
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THIS CERTIFIES that
is the owner of Shares of Special Common Stock of
SPIROS DEVELOPMENT CORPORATION II, INC. (the "Company"), transferable on the
books of the Company by the holder hereof, in person or by duly authorized
attorney, upon surrender of this certificate properly endorsed. This
certificate and the shares represented hereby are subject to the laws of
Delaware, and to the Amended and Restated Certificate of Incorporation of the
Company as now or hereafter amended (copies of which are on file at the offices
of the Company and the Transfer Agent), which are made a part hereof with the
same force and effect as if they were set forth herein, to all of which the
holder, by acceptance hereof, assents. This certificate is not valid unless
countersigned by the Transfer Agent and registered by the Registrar.
IN WITNESS WHEREOF, the Company has caused the facsimile signatures of
its duly authorized officers and the facsimile of its corporate seal to be
hereunto affixed.
Dated:
Countersigned and Registered:
____________________ _____________________
Authorized Officer Authorized Officer
<PAGE>
[REVERSE OF SPIROS DEVELOPMENT CORPORATION II, INC.'S
SPECIAL COMMON STOCK]
SPIROS DEVELOPMENT CORPORATION II, INC.
The Company will furnish without charge to each stockholder who so
requests a copy of the powers, designations, preferences and relative,
participating, optional or other special rights of each class of shares of the
Company or series thereof, and the qualifications, limitations or restrictions
of such preferences and/or rights.
The following abbreviations, when used in the inscription on the face of this
certificate, shall be construed as though they were written out in full
according to applicable laws or regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of survivorship and not as tenants in
common
UNIF GIFT MIN ACT...............Custodian..............................
(cust) (Minor)
under Uniform Gifts to Minors Act
....................................................
(State)
Additional abbreviations may also be used though not in the above list.
For Value Received, __________________ hereby sells, assigns and transfers
unto ______________________________________________________________________
(Please insert Social Security
or other identifying number of assignee)
______________________________________________________________________
Please print or typewrite name and address
including postal zip code of assignee
<PAGE>
____________________________________________ shares of Special Common Stock
represented by the within certificate, and do hereby irrevocably constitute and
appoint
__________________________________________________________________
attorney, to transfer the said same on the books of the within named Company,
with full power of substitution in the premises.
Dated: __________________________
_______________________
Signature
_______________________
Signature
Notice: The signature to this
assignment must correspond with the name
as written upon the face of the
Certificate, in every particular,
without alteration or enlargement, or
any change whatever.
In presence of: __________________________
<PAGE>
Important: All signatures must be guaranteed by a firm which is a
financial institution and a member of the Securities
Transfer Agent's medallion Program ("STAMP"), the Stock
Exchange Medallion Program ("SEMP") or the New York
Stock Exchange, Inc. Medallion Signature Program
("MSP").
Signature Guarantee: ___________________________________
Name of Firm
___________________________________
Authorized Signature
___________________________________
Name of Authorized Signatory
(Please print)
___________________________________
Address of Firm
___________________________________
Area Code and Telephone Number of Firm
